Common use of Seller’s Environmental Indemnity Obligation Clause in Contracts

Seller’s Environmental Indemnity Obligation. (a) If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against, all Environmental Claims (other than Decommissioning, Asbestos and Related Liabilities, Process Safety Management and Disclosed Environmental Liabilities) relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased Assets, or any part thereof, to the extent such Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within six (6) months after the Closing Date, including in all such cases Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass or (E) violation of Law. (b) These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary,

Seller’s Environmental Indemnity Obligation. (a) If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Group from, andshall, subject to ------------------------------------------- the limitations set forth in Section 8.7 or elsewhere in this Agreementbelow, release Buyer from and shall fully protect, defend, indemnify and defend Buyer Group and hold them harmless Purchaser Group from and against, against any and all Environmental Claims, and any and all occurrences and conditions which would otherwise constitute Environmental Claims (other than Decommissioningbut which are asserted by Seller Group, Asbestos and Related Liabilities, Process Safety Management and Disclosed Environmental Liabilities) relating to, arising out of, or connected withconnected, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7)indirectly, with the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Environmental Claims are attributable pertaining to the period of time prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within six (6) months after the Closing DateClosing, including in all such cases without limitation, Environmental Claims relating to to: (Aa) injury, illness injury or death of any Personperson or persons whomsoever, (Bb) damages to or loss of any property or resources, (Cc) breach pollution, environmental damage or violation of contractEnvironmental Laws, (Dd) common law causes of action such as active or passivenegligence, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, and/or (e) fault imposed by statute, rule, regulation or (E) violation of Law. (b) These otherwise. The indemnity obligation and defense obligations release provided herein shall apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything contained in this Agreement to the contrary, Seller shall have no obligation under this Agreement or otherwise to protect, indemnify, defend and hold harmless Buyer Group from and against any one or more of the following: (i) Environmental Claims of which Buyer has actual knowledge within one hundred eighty (180) Days after the Closing for which Buyer has not provided Seller with written notice in accordance with Article 8.9 within said one hundred eighty (180) period, and for all other Environmental Claims for which Buyer has not provided Seller with written notice in accordance with Article 8.9 within twelve (12) months after Closing (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Environmental Claims not raised within such one hundred eighty Day and twelve month period, respectively), (ii) Environmental Claims for which Buyer has provided the notice referred to in (i) immediately above was provided, unless the maximum under the Buyer Basket has been satisfied as provided in Article 1.9.1, and/or -- (iii) Environmental Claims greater than fifty percent (50%) of the unadjusted Purchase Price (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Environmental Claims greater than fifty (50%) percent of the unadjusted Purchase Price).

Seller’s Environmental Indemnity Obligation. (a) 8.3.1 If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Buyer Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against, all Environmental Claims (other than Decommissioning, Asbestos and Related Liabilities, Process Safety Management and Disclosed Environmental Liabilities) relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser Buyer provides notice to Seller in accordance with Section 8.8 within six (6) months after the Closing Date, including in all such cases Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, or (E) violation of Law. 8.3.2 If Closing occurs and Seller has elected under Section 5.2.2 to indemnify Buyer with respect to an Alleged Adverse Condition, then on and after the Closing Date, Seller shall release Buyer Group from, and, subject to the limitations set forth in Section 5.2 (bincluding thresholds and time limitations therein) and Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Buyer Group from and against any and all Claims 8.3.3 These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary,, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Buyer Group from and against any Environmental Claims to the extent that Buyer is not entitled to a remedy therefor under Section 8.7 or elsewhere in this Agreement. As of Closing, Buyer (on behalf of Buyer Group and their successors and assigns) releases Seller Group from, and assumes and is solely responsible for, all Environmental Claims either waived by Buyer or not subject to indemnification by Seller at the time in question under the terms of this Section 8.3.

Seller’s Environmental Indemnity Obligation. (a) If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against, all Environmental Claims (other than Decommissioning, Asbestos and Related Liabilities, Process Safety Management and Disclosed Environmental Liabilities) relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within six (6) months after the Closing Date, including in all such cases Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, or (E) violation of Law. (b) If Closing occurs and Seller has elected under Section 5.2(c) to indemnify Purchaser with respect to an Alleged Adverse Condition, then on and after the Closing Date, Seller shall release Purchaser Group from, and, subject to the limitations set forth in Section 5.2 (including thresholds and time limitations therein) and Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against any and all Claims relating to, arising out of, or connected with, directly or indirectly, such Alleged Adverse Condition (provided that this Section 8.4(b) shall not be applicable to any Environmental Claims, all of which are covered exclusively in accordance with Section 8.4(a)). (c) These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary,, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Purchaser Group from and against any Environmental Claims to the extent that Purchaser is not entitled to a remedy therefor under Section 8.7 or elsewhere in this Agreement. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and assumes and is solely responsible for, all Environmental Claims either waived by Purchaser or not subject to indemnification by Seller at the time in question under the terms of this Section 8.4.

Seller’s Environmental Indemnity Obligation. (a) 8.3.1 If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Buyer Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against, all Environmental Claims (other than Decommissioning, Asbestos and Related Liabilities, Process Safety Management and Disclosed Environmental Liabilities) relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser Buyer provides notice to Seller in accordance with Section 8.8 within six (6) months after the Closing Date, including in all such cases Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, or (E) violation of Law. 8.3.2 If Closing occurs and Seller has elected under Section 5.2.2 to indemnify Buyer with respect to an Alleged Adverse Condition, then on and after the Closing Date, Seller shall release Buyer Group from, and, subject to the limitations set forth in Section 5.2 (bincluding thresholds and time limitations therein) and Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Buyer Group from and against any and all Claims relating to, arising out of, or connected with, directly or indirectly, such Alleged Adverse Condition (provided that this Section 8.3.2 shall not be applicable to any Environmental Claims, all of which are covered exclusively in accordance with Section 8.3.1). 8.3.3 These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary,, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Buyer Group from and against any Environmental Claims to the extent that Buyer is not entitled to a remedy therefor under Section 8.7 or elsewhere in this Agreement. As of Closing, Buyer (on behalf of Buyer Group and their successors and assigns) releases Seller Group from, and assumes and is solely responsible for, all Environmental Claims either waived by Buyer or not subject to indemnification by Seller at the time in question under the terms of this Section 8.3.

Seller’s Environmental Indemnity Obligation. (a) If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Group from, andshall, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreementbelow, release Buyer from and shall fully protect, defend, indemnify and defend Buyer Group and hold them harmless Purchaser Group from and against, against any and all Environmental Claims, and any and all occurrences and conditions which would otherwise constitute Environmental Claims (other than Decommissioningbut which are asserted by Seller Group, Asbestos and Related Liabilities, Process Safety Management and Disclosed Environmental Liabilities) relating to, arising out of, or connected withconnected, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7)indirectly, with the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Environmental Claims are attributable pertaining to the period of time prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within six (6) months after the Closing DateClosing, including in all such cases without limitation, Environmental Claims relating to to: (Aa) injury, illness injury or death of any Personperson or persons whomsoever, (Bb) damages to or loss of any property or resources, (Cc) breach pollution, environmental damage or violation of contractEnvironmental Laws, (Dd) common law causes of action such as active or passivenegligence, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, and/or (e) fault imposed by statute, rule, regulation or (E) violation of Law. (b) These otherwise. The indemnity obligation and defense obligations release provided herein shall apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything contained in this Agreement to the contrary,, Seller shall have no obligation under this Agreement or otherwise to protect, indemnify, defend and hold harmless Buyer Group from and against any one or more of the (i) Environmental Claims for which Buyer has not provided Seller with written notice of said Environmental Claim in accordance with Article 8.10 within twelve (12) months after Closing (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Environmental Claims not raised within such twelve month period, except as expressly provided below), (ii) Environmental Claims up to $10,000,000 (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Environmental Claims up to $10,000,000), or (iii) Environmental Claims greater than $166,500,000.00 (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Environmental Claims greater than $166,500,000.00. Further, there shall be no time limit and no monetary threshold, deductible or cap for any litigation, arbitration, mediation or other existing action or proceeding or Claims required to be disclosed pursuant to Article 10.6.